RNS Number : 9211M
EKF Diagnostics Holdings PLC
24 September 2012
 



EKF Diagnostics Holdings plc

("EKF", the "Company" or the "Group")

 

Interim Results

 

EKF Diagnostics Holdings plc (AIM: EKF), the point-of-care diagnostics business, announces its unaudited interim results for the six months ended 30 June 2012.

 

Financial Highlights

 

·     Revenue up 71% to £12.65m (H1 2011: £7.38m)

·     Gross margins up to 57% (H1 2011 restated: 48%)

·     Operating profit of £0.34m (H1 2011: loss of £1.49m)

·     Adjusted EBITDA before exceptional items and share based payments of £1.40m (H1 2011: £0.21m)

·     Cash at 30 June 2012 was £3.16m, with a net cash position of £0.96m.

 

Operational Highlights

 

·     Consumable growth of 32% across four major volume products

·     Significant improvement in BHB reagent sales

·     Commencement of shipments of HemoPoint H2 analysers and consumables to Alere in North America

·     Cuvette patent awards in USA and China

·     Final exit from sports licensing business with disposal of IBL AG

 

Post-period end

 

·     Alere orders for HemoPoint H2 already exceed first year minimum, five months after launch

·     Commercial launch of Quo-Lab HbA1c analyser for emerging markets (early July)

·     Collaboration with the Joslin Diabetes Centre to expand future pipeline

·     Settlement of patent related litigation with HemoCue, resulting in release of provision for costs of £0.50m

 

Commenting on the Company's outlook, David Evans, Executive Chairman of EKF, said:

"We are confident that the recent product launches and other programmes that are in place will drive further organic growth in the second half of 2012 and beyond. We will continue to assess acquisition opportunities as they present themselves and progress those which offer good synergy and represent good value for shareholders."

 

Enquiries: EKF Diagnostics Holdings plc     

Tel: +44 (0) 29 2071 0570

David Evans, Executive Chairman

Mob: +44 (0) 7740 084 452

Julian Baines, CEO                                        

Mob: +44 (0) 7788 420 859

Richard Evans, Finance Director

Mob: +49 (0) 160 351 9054

www.ekfdiagnostics.com




Canaccord Genuity Limited         

Tel: +44 (0) 20 7523 8000

Jamie Adams/Henry Fitzgerald-O'Connor/Lucy Tilley




Walbrook PR Limited 

Tel: +44 (0) 20 7933 8780

Paul McManus

Mob: +44 (0) 7980 541 893 or paul.mcmanus@walbrookpr.com

Paul Cornelius

Mob: +44 (0) 7866 384 707 or paul.cornelius@walbrookir.com

 

 

CHAIRMAN'S STATEMENT

 

Dear Fellow Shareholder,

 

The first six months of the year have been a combination of challenges and opportunities in equal measure. The challenges have been primarily revenue related and are due to a combination of factors. Despite this, adjusted EBITDA for the period is sharply higher than for the same period last year, and with half the year gone we have already achieved more than 85% of 2011's figure.

 

The main driver for the improved adjusted EBITDA is the Company's decision to increase its sales focus on its higher margin products, in particular Beta-Hydroxybutyrate (BHB) liquid reagents. BHB is the primary ketone present during ketosis, a condition linked with diabetes and other conditions. Sales during the period grew from £0.54m in the second half of 2011 to £1.50m. This also had a significantly positive effect on our bottom line. We are continuing to look to expand sales of this product.

 

The launch of Quo-Lab, a cost effective HbA1c analyser for developing markets, was originally planned for the first half of the year. We made a conscious decision to delay the launch to review our sales strategy and ensure that the product was technically ready. Quo-Lab was commercially launched in early July and we have seen unexpectedly high initial demand already, demonstrating the opportunity for this product in emerging markets and the strong consumable pull-through associated with it.

 

We had also anticipated an earlier launch in the North American market of our HemoPoint H2 haemoglobin analyser through Alere but, for reasons outside of our control, the product launch did not occur until mid-April. Despite this, in the five months since launch Alere have already ordered in excess of the guaranteed first year minimum of 1,400 analysers, most of which are for delivery in the second half. We remain extremely confident of our partner's ability to penetrate the market. Our Hemo Control product line, which includes the H2, has benefited from the award of patents in the USA and China for the NXT cuvette, the new design for which ensures that blood can be collected at any angle without air bubbles collecting in the optical window thus reducing waste.

 

In addition, on 10 August 2012 we announced that we had entered into a Settlement Agreement with HemoCue in relation to patent-related litigation in Germany and the US. As a result of the Settlement Agreement all claims are mutually settled and finally resolved. The effect of this is that EKF´s original design cuvette will continue to be sold in all countries other than China, Switzerland, Germany, Denmark, Spain, Finland, Great Britain, Italy, Japan, The Netherlands, Sweden, the United States and South Africa, while the NXT cuvette will continue to be sold in all countries world-wide. As well as dispelling uncertainty, following the settlement we have released the remaining provision for associated costs totalling £0.50m.

 

We continue to look to grow the business both organically and by acquisition. The launch of RenaStat has been delayed slightly but we are confident that the technical issues can be overcome. We have made encouraging progress on the development of other analytes on the Quo-Test platform with C-reactive protein (CRP) having passed proof of principle. This is particularly important as it will enable the menu of tests to be expanded and thus enhance the value of the platform beyond HbA1c.

 

The collaboration with the Joslin Diabetes Centre, Boston announced in July is one example of our efforts to expand our future pipeline. The licence will provide EKF's wholly owned subsidiary, Argutus Medical Ltd, with exclusive rights to the Joslin's Intellectual Property surrounding two markers, Tumor Necrosis Factor Receptor 1 and 2, that, when found at elevated levels in the blood stream, can help identify patients with diabetes who are at increased risk of developing end stage renal disease up to ten years in advance. Another example is our investment in Arcis Biotechnology Holdings Limited where we have invested £0.25m for a 3.62% shareholding. We were simultaneously granted a licence by Arcis for DNA extraction which we believe will allow us an exposure to the continued growth of molecular diagnostics in particular in point of care. We continue to evaluate acquisition opportunities and as highlighted in my comments at the time of the Annual Report we are not in pursuit of acquisitions at any cost and such acquisitions must be compatible with our long-term value creation strategy.

 

Financial review

 

Revenue

 

Revenue has increased to £12.65m, an increase over the same period last year of 71%, largely as a result of the acquisition of Stanbio in June 2011. On a like for like basis, including Stanbio's revenue for the period prior to acquisition, revenue increased by 7%. As well as reflecting the delayed launches mentioned above, this reflects delays in tender business resulting from political uncertainty particularly in Mexico. During the period we have sold to over 100 countries worldwide.

 

Margins

 

Gross margins have increased from 48% to 57%, largely as a result of improved product mix, particularly where we have seen an increased contribution from consumables sales which were up 32% year on year across four major volume products. Comparative margins in the first half of 2011 have been restated to include certain direct costs which were previously included in administrative expenses.

 

Adjusted EBITDA

 

The Group has made a small operating profit in the period of £0.34m (H1 2011: loss of £1.49m). We continue to consider that at this stage of the Group's development adjusted EBITDA offers a more meaningful measure, although this will change as the business matures. Adjusted EBITDA was £1.40m for the period against £0.21m in the same period last year. Adjusted EBITDA excludes depreciation and amortisation of £1.52m, the effect of share based payments of £0.26m, and exceptional profits relating to the sale of listed securities (£0.21m) and to the release of the provision for costs following the settlement with HemoCue (£0.50m). Administration costs increased as the Group continued to invest in sales, marketing, and finance infrastructure.

 

During the period, the Group completed its exit from its former sports licensing business. As a result of the disposal of its Swiss subsidiary International Brand Licencing AG, accumulated translation differences have been recycled through the consolidated income statement in accordance with International Accounting Standard 21 as part of the profit on disposal of the discontinued business. These gains totalling £1.59m had previously been taken direct to reserves.

 

Balance Sheet

 

During the period the Group invested £0.32m in development costs and £0.34m in Plant, Machinery and Equipment. Capital projects in the second half will include investment in automation for Quo-Test and Quo-Lab, and a cuvette line capacity upgrade.

 

Group cash at 30 June 2012 amounted to £3.16m (30 June 2011: £5.52m) which is sufficient to maintain our continued programme of investment for the foreseeable future. Deferred consideration of £0.64m in relation to the acquisition of Stanbio has been paid during the period. Of the deferred consideration payable within 12 months, £2.51m is payable in shares.

 

Outlook

 

We are confident that the recent product launches and other programmes that are in place will drive further organic growth in the second half of 2012 and beyond. We will continue to assess acquisition opportunities as they present themselves and progress those which offer good synergy and represent good value for shareholders.

 

We are driving change hard and challenging our employees to achieve success. There remains much work to be done but our employees are dedicated and flexible and I would like to thank them for their hard work.

 

 

 

David Evans

Executive Chairman

 

 

 



 

CONSOLIDATED INCOME STATEMENT







FOR THE 6 MONTHS ENDED 30 JUNE 2012



Restated unaudited 6 months ended 30 June 2011






Unaudited 6 months ended 30 June 2012



Audited Year ended 31 December 2011


Notes


£'000


£'000


£'000

Continuing operations








Revenue

3


12,652


7,380


21,658

Cost of sales



(5,384)


(3,869)


(11,277)

Gross profit



7,268


3,511


10,381

Administrative expenses



(7,243)


(5,113)


(12,906)

Other income

4


313


112


485

Operating profit/(loss)



338


(1,490)


(2,040)

Depreciation and amortisation



(1,515)


(1,019)


(2,321)

Share based payments



(264)


(361)


(753)

Exceptional items

5


716


(320)


(534)

EBITDA before exceptional items and share based payments



1,401


210


1,568

Finance income



17


9


76

Finance costs



(203)


(71)


(396)

Profit/(loss) before income tax



152


(1,552)


(2,360)

Income tax (charge)/credit

6


(538)


34


(198)

Loss for the period from continued operations



(386)


(1,518)


(2,558)

Discontinued operations








Profit/(loss) for the period from discontinued operations



1,598


(108)


(187)

Profit/(loss) for the period



1,212


(1,626)


(2,745)









Profit/(loss) attributable to:








Owners of the parent



1,151


(1,658)


(2,884)

Non-controlling interest



61


32


139




1,212


(1,626)


(2,745)

 

Profit/(loss) per ordinary share from continuing and discontinued operations attributable to the equity holders of the company during the period

7










Pence


Pence


Pence

Basic








From continuing operations



(0.18)


(0.89)


(1.26)

From discontinued operations



0.64


(0.06)


(0.09)

Continued and discontinued operations



0.46


(0.95)


(1.35)

Diluted








From continuing operations



(0.16)


(0.89)


(1.26)

From discontinued operations



0.57


(0.06)


(0.09)

Continued and discontinued operations



0.41


(0.95)


(1.35)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME





FOR THE 6 MONTHS ENDED 30 JUNE 2012



















Unaudited


Unaudited


Audited




6 months ended 30 June 2012


6 months ended 30 June 2011


Year ended 31 December 2011




£'000


£'000


£'000









Profit/(loss) for the period



         1,212


(1,626)


       (2,745)

Other comprehensive income:








Actuarial loss on pension scheme



            (3)


              (5)


              (2)

Fair value adjustment in respect of available for sale assets



                 -


                 -


             155

Recycling of currency translations in respect of disposal of subsidiary



       (1,587)


                 -


                 -

Currency translation differences



          (660)


             752


          (408)

Other comprehensive income for the period



       (2,250)


             747


          (255)

Total comprehensive loss for the period



       (1,038)


          (879)


       (3,000)









Attributable to:








Owners of the parent



   (1,099)


          (911)


       (3,126)

Non-controlling interests



               61


               32


             126




       (1,038)


          (879)


       (3,000)

 



 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION




 

AS AT 30 JUNE 2012







 



Unaudited as at 30 June 2012


Restated unaudited as at 30 June 2011


Audited as at 31 December 2011

 


Notes

£'000


£'000


£'000

 

Assets







 

Non-current assets







 

Property, plant and equipment


 10,226


           10,577


           10,629

 

Intangibles

8

31,911


           34,207


           33,116

 

Investments


             250


                    -


                    -

 

Deferred tax assets


             158


                183


                168

 

Available-for-sale financial assets


               54


                135


                280

 

Total non-current assets


        42,599


           45,102


           44,193

 








 

Current Assets







 

Inventories


 5,685


             5,517


             4,811

 

Trade and other receivables


4,422


             4,482


             4,273

 

Available for sale financial assets


                 -


                110


                  51

 

Deferred tax assets


        66


                 33


                  67

 

Cash and cash equivalents


 3,165


             5,515


             5,338

 

Total current assets


 13,338


           15,657


           14,540

 

Total assets


55,937


           60,759


           58,733

 








 

Equity attributable to owners







 

Ordinary shares


 2,539


             2,350


             2,512

 

Share premium account


 38,372


           35,118


           38,372

 

Other reserve


                 -


                244


                244

 

Foreign currency reserves


 (670)


             2,705


             1,577

 

Retained Earnings


 (4,008)


          (4,988)


           (5,664)

 



        36,233


           35,429


           37,041

 

Non-controlling interest


 363


                311


                386

 

Total equity


36,596


           35,740


           37,427

 








 

Liabilities







 

Non-current liabilities







 

Borrowings


 2,006


             2,201


             2,097

 

Deferred consideration


 3,091


           11,610


             5,222

 

Deferred tax liability


 4,131


             5,010


             4,434

 

Retirement benefit obligation


 101


                 98


                  97

 

Total non-current liabilities


9,329


           18,919


           11,850

 








 

Current liabilities







 

Trade and other payables


 4,416


             4,516


             4,793

 

Deferred consideration


4,514


 -


             2,932

 

Current income tax liabilities


  429


                146


                317

 

Deferred tax liabilities


 457


                392


                392

 

Borrowings


  196


                477


                435

 

Provisions for other liabilities and charges

             -


                569


                587

 

Total current liabilities


10,012


             6,100


             9,456

 

Total liabilities


 19,341


           25,019


           21,306

 

Total equity and liabilities


 55,937


           60,759


           58,733

 

CONSOLIDATED STATEMENT OF CASH FLOWS





 

FOR THE 6 MONTHS ENDED 30 JUNE 2012





 


Unaudited 6 months ended 30 June 2012


Unaudited 6 months ended 30 June 2011


 Audited Year to 31 December 2011

 


£'000


£'000


£'000

 

Cash flow from operating activities






 

Profit/(loss) before income tax

152


(1,552)


(2,360)

 

Adjustments for






 

- Discontinued activities

1,598


(108)


(187)

 

- Recycle of foreign exchange gains on disposal of subsidiary

(1,587)


-


-

 

- Release of 6provisions

(503)


-


-

 

- Depreciation

554


387


925

 

- Amortisation and impairment charges

961


632


1,396

 

- Impairment of available for sale asset

-


-


49

 

- Share-based payments

264


361


753

 

- Foreign exchange (gains)/loss on operating activities

(5)


154


(122)

 

- Net finance costs

186


62


320

 

Changes in working capital






 

- Inventories

(874)


(729)


(23)

 

- Trade and other receivables

(149)


(697)


(488)

 

- Trade and other payables

(445)


(351)


(432)

 

Cash generated by/(used in) operations

152


(1,841)


(169)

 

Interest paid

(73)


(30)


(158)

 

Income tax paid

(566)


(194)


(479)

 

Net cash used in operating activities

(487)


(2,065)


(806)

 


Cash flow from investing activities






 

Acquisition of subsidiaries, net of cash acquired

-


(8,689)


(8,689)

 

Acquisition of investments

(250)


-


-

 

Purchase of property, plant and equipment (PPE)

(340)


(811)


(1,555)

 

Purchase of intangibles

(333)


(352)


(660)

 

Proceeds from sale of  PPE

17


-


15

 

Proceeds from sale of intangible assets

-


1,220


1,220

 

Proceeds from disposal of available-for-sale assets

277


-


78

 

Interest received

16


8


8

 

Net cash used in investing activities

(613)


(8,624)


(9,583)

 


Cash flow from financing activities






 

Proceeds from issuance of ordinary shares

27


12,774


12,774

 

New borrowings

181


450


450

 

Repayment of borrowings

(392)


(212)


(451)

 

Dividends paid to non-controlling interests

(84)


(45)


(45)

 

Repayment of deferred consideration

(637)


-


(323)

 

Net cash (used in)/generated by financing activities

(905)


12,967


12,405

 







 

Net (decrease)/increase in cash and cash equivalents

(2,005)


2,278


2,016

 

Cash and cash equivalents at beginning of period

5,219


3,192


3,192

 

Exchange gains on cash and cash equivalents

(49)


45


11

 

Cash and cash equivalents at end of period

3,165


5,515


5,219

 

STATEMENT OF CHANGES IN EQUITY







FOR THE 6 MONTHS ENDED 30 JUNE 2012








Share Capital

Share Premium

Other Reserve

Foreign Currency Reserve

Retained earnings

Total

Non-controlling interest

Total equity


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000










At 1 January 2011

1,681

     23,013

244

       1,972

  (3,686)

    23,224

          305

 23,529

Comprehensive income









(Loss)/profit for the period

     -

             -

  -

   -

  (1,658)

   (1,658)

            32

 (1,626)

Other comprehensive income









Actuarial loss on pension

      -

              -

  -

 -

          (5)

          (5)

               -

        (5)

Currency translation differences

       -

              -

 -

          733

             -

         733

            19

      752

Transactions with owners









Proceeds from shares issued

  669

     12,105

  -

-

              -

    12,774

               -

 12,774

Share based payment

 -

              -

     -

     -

         361

         361

               -

      361

Dividends payment to minority

               -

              -

             -

               -

              -

             -

           (45)

      (45)

At 30 June 2011

 2,350

     35,118

244

       2,705

   (4,988)

    35,429

          311

 35,740

Comprehensive income









(Loss)/profit for the period

    -

              -

-

    -

   (1,226)

   (1,226)

          107

 (1,119)

Other comprehensive income









Actuarial gain on pension

  -

              -

-

  -

             3

             3

               -

          3

Fair value adjustment in respect of available-for-sale financial assets

  -

              -

 -

  -

         155

        155

               -

      155

Currency translation differences

   -

              -

 -

    (1,128)

              -

   (1,128)

           (32)

 (1,160)

Transactions with owners









Proceeds from shares issued

162

       3,254

-

-

              -

      3,416

               -

   3,416

Share based payment

  -

              -

-

-

         392

         392

               -

      392

At 31 December 2011

 2,512

     38,372

244

       1,577

   (5,664)

    37,041

          386

 37,427

Comprehensive income









Profit for the period

-

             -

-

-

1,151

1,151

            61

   1,212

Other comprehensive income









Actuarial loss on pension

 -

              -

  -

-

          (3)

          (3)

               -

        (3)

Recycling of reserves in respect of disposal of subsidiary

        -

              -

 (244)

    (1,587)

        244

   (1,587)

               -

 (1,587)

Currency translation differences

       -

              -

    -

       (660)

              -

      (660)

               -

    (660)

Transactions with owners









Proceeds from shares issued

     27

              -

 -

-

 -

           27

               -

        27

Share based payment

               -

              -

             -

               -

         264

         264

               -

      264

Dividends payment to minority

               -

              -

             -

               -

              -

             -

           (84)

      (84)










At 30 June 2012

     2,539

     38,372

-

       (670)

   (4,008)

    36,233

          363

 36,596

 

 


NOTES FORMING PART OF THE INTERIM FINANCIAL STATEMENTS

 

1.          General information and basis of presentation

 

EKF Diagnostics Holdings plc is a public limited company incorporated in the United Kingdom (Registration Number 04347937). The address of the registered office is 14 Kinnerton Place South, London SW1X 8EH.

 

The Group's principal activity continues to be a business focused within the In-Vitro Diagnostics devices ("IVD") market place.

 

The financial information in these interim results is that of the holding company and all of its subsidiaries. It has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2011 and which will form the basis of the 2012 financial statements except for a number of new and amended standards which have become effective since the beginning of the previous financial year. These new and amended standards are not expected to materially affect the Group.

The financial information presented herein does not constitute full statutory accounts under Section 434 of the Companies Act 2006 and was not subject to a formal review by the auditors. The financial information in respect of the year ended 31 December 2011 has been extracted from the statutory accounts which have been delivered to the Registrar of Companies. The Group's Independent Auditor's report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The financial information for the half years ended 30 June 2012 and 30 June 2011 is unaudited and the twelve months to 31 December 2011 is audited.

These interim accounts have not been prepared in accordance with IAS 34.

The unaudited information for the 6 months to 30 June 2011 has been restated to include within cost of sales certain direct costs totalling £1.21m which were previously included in administrative expenses. The balance sheet as at 30 June 2011 has been restated to show £0.03m deferred tax asset as current rather than non-current, and to show £0.39m deferred tax liability as current rather than non-current. These changes are presentational and do not affect either the loss for the period or net assets.

2.           Significant accounting policies

 

Intangible Assets

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of the acquisition. Goodwill on acquisitions of subsidiaries is included in 'intangible assets'. Goodwill has an infinite useful life and is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

 

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or Groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.

   

(b) Trademarks and licences

Separately acquired trademarks and licences are shown at historical cost. Trademarks and licenses acquired in a business combination are recognised at fair value at the acquisition date. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licenses over their estimated useful lives of between 8 to 12 years and is charged to administrative expenses in the income statement.

 

(c) Contractual customer relationships

Contractual customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The contractual customer relationships have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the customer relationship of between 6 to 12 years and is charged to administrative expenses in the income statement.

 

(d) Trade secrets

Trade secrets, includes technical knowhow, operating procedures, methods and processes, acquired in a business combination are recognised at fair value at the acquisition date. Trade secrets have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trade secrets over their estimated useful lives of between 7 to 16 years and is charged to administrative expenses in the income statement.

 

(e) Research and Development costs

Research and development costs acquired in a business combination are recognised at fair value at the acquisition date. Research and development costs have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost over their estimated useful lives of 15 years and is charged to administrative expenses in the income statement.

Expenditure incurred on the development of new or substantially improved products or processes is capitalised, provided that the related project satisfies the criteria for capitalisation, including the project's technical feasibility and likely commercial benefit.  All other research and development costs are expensed as incurred.

Development costs are amortised over the estimated useful life of the products with which they are associated. Amortisation commences when a new product is in commercial production. The amortisation is charged to administrative expenses in the income statement. The estimated remaining useful lives of development costs are reviewed at least on an annual basis.

 

The carrying value of capitalised development costs is reviewed for potential impairment at least annually and if a product becomes unviable and an impairment is identified the deferred development costs are immediately charged to the income statement.

 

Inventories

Inventories and work in progress are stated at the lower of cost and net realisable value. Cost is calculated on a first in and first out basis and includes raw materials, direct labour, other direct costs and attributable production overheads, where appropriate.  Net realisable value represents the estimated selling price less all estimated costs of completion and applicable selling costs. Where necessary, provision is made for slow moving and obsolete inventory. Inventory on consignment and their related obligations are recognised in current assets and payables respectively.

 

Provisions

Provision for restructuring costs and legal claims are recognised when the Group has a present legal or constructive obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably measured. Restructuring provisions are recognised where the restructuring has been announced prior to the end of the reporting period. Restructuring costs include the costs of redundancy, outplacement fees and relocation where appropriate.

 

Provision is made for product warranty claims to the extent that the Group has a current obligation under warranties given. Warranty accruals are based on historic warranty claims experience. Provisions are discounted to their present value where the impact is significant.

 

Employee benefits

Share-based compensation

The Group operates a number of equity-settled, share-based compensation plans, under which the Group receives services from employees as consideration for equity instruments of the Group. Equity-settled share-based payments are measured at fair value at the date of grant and are expensed over the vesting period based on the number of instruments that are expected to vest. For plans where vesting conditions are based on share price targets, the fair value at the date of grant reflects these conditions. Where applicable the Group recognises the impact of revisions to original estimates in the income statement, with a corresponding adjustment to equity for equity-settled schemes. Fair values are measured using appropriate valuation models, taking into account the terms and conditions of the awards.

 

When the share based payment awards are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

 

Revenue recognition

(a) Sale of goods and services

Revenue for the sale of medical diagnostic instruments and reagents is measured at the fair value of the consideration received or receivable and represents the invoiced value for the sale of the goods and services net of sales taxes, rebates and discounts. Revenue from the sale of goods is recognised when a Group Company has delivered products to the customer, the customer has accepted the products and collectability of the related receivables is reasonably assured.

 

(b) Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

 

Exceptional items

These are items of an unusual or non-recurring nature incurred by the Group and include profits on disposal of listed securities, the one off effect of a litigation settlement, and in prior periods transactional costs and one off items relating to business combinations, such as acquisition expenses.

 

3.          Segmental reporting

 

Management has determined the Group's operating segments based on the monthly management reports presented to the Chief Operating Decision Maker ('CODM').  The CODM is the Executive Directors and the monthly management reports are used by the Group to make strategic decisions and allocate resources.

 

The principal activity of the Group is the design, development, manufacture and selling of diagnostic instruments, reagents and certain ancillary products. This activity takes place across various countries, US, Germany, Poland, Russia, United Kingdom and Ireland, and as such the Board considers the business primarily from a geographic perspective. Although not all the segments meet the quantitative thresholds required by IFRS 8, management has concluded that given the recent acquisitions, all segments should be maintained and reported, given potential future growth of the segments.

 

The reportable segments derive their revenue primarily from the manufacture and sale of medical diagnostic equipment.  Other services include the servicing and distribution of other Company products under separate distribution agreements.

 

Currently the key operating performance measures used by the CODM are Revenue and adjusted EBITDA.

 

The segment information provided to the Board for the reportable segments is as follows:

 



 

Period ended 30 June 2012 unaudited

 


Germany

USA

Ireland

Poland

Russia

Discontinued

Other

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income statement









Revenue

5,566

7,106

286

552

1,285

-

-

15,443

Inter segment

(2,714)

-

-

(4)

-

-

-

(2,791)

External revenue

2,852

575

7,106

286

548

1,285

-

-

12,652

Adjusted EBITDA

917

(325)

1,448

(353)

119

196

-

(601)

1,401

Share based payment

-

-

-

-

-

-

(264)

(264)

Exceptional items

503

-

-

-

-

-

-

213

716

EBITDA

1,420

(325)

1,448

(353)

119

196

-

(652)

1,853

Depreciation

(284)

(134)

(18)

(13)

(6)

-

(10)

(554)

Amortisation

(289)

(106)

(384)

(104)

(56)

(22)

-

-

(961)

Operating profit/(loss)

847

930

(475)

50

168

-

(662)

338

Net finance income/(costs)

2

(148)

-

(1)

-

-

(39)

(186)

Income tax

(188)

(280)

(18)

(12)

(33)

-


(538)

Discontinued operations

-

-

-

-

-

-

1,598

-

1,598

Retained profit/(loss)

661

(527)

502

(493)

37

135

1,598

(701)

1,212

Segment assets









Operating assets

16,603

22,039

2,892

1,404

1,114

-

26,079

77,648

Inter segment assets

(322)

(15)

-

-

-

-

-

(24,539)

(24,876)

External operating assets

16,281

22,039

2,892

1,404

1,114

-

1,540

52,772

Cash and cash equivalents

984

81

535

68

47

313

-

1,137

3,165

Total assets

17,265

7,583

22,574

2,960

1,451

1,427

-

2,677

55,937

Segment liabilities









Operating liabilities

8,329

18,093

1,463

194

118

-

9,752

41,925

Inter segment liabilities

(6,341)

(3,703)

(13,385)

(1,241)

(116)

-

-

-

(24,786)

External operating liabilities

1,988

4,708

222

78

118

-

9,752

17,139

Borrowings

558

-

1,632

-

12

-

-

-

2,202

Total liabilities

2,546

273

6,340

222

90

118

-

9,752

19,341

Other segmental information









Non current assets - PPE

3,208

4,320

77

207

26

-

1,711

10,226

Non current assets - Intangibles

9,419

5,681

13,430

2,185

777

419

-

-

31,911



 

Year ended December 2011 audited


Germany

UK

USA

Ireland

Poland

Russia

Switzerland

Other

Total








(Discontinued)




£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income statement










Revenue

11,430

1,074

8,396

799

1,062

3,233

-

-

25,994

Inter segment

(4,247)

(80)

-

-

(9)

-

-

-

(4,336)

External revenue

7,183

994

8,396

799

1,053

3,233

-

-

21,658

Adjusted EBITDA*

1,883

(1,024)

2,056

(245)

251

436

-

(1,789)

1,568

Exceptional items

-

-

(137)

-

-

-

-

(397)

(534)

Share based payment

-

-

-

-

-

-

-

(753)

(753)

EBITDA

1,883

(1,024)

1,919

(245)

251

436

-

(2,939)

281

Depreciation

(622)

(106)

(131)

(44)

(13)

(4)

-

(5)

(925)

Amortisation

(595)

(197)

(262)

(187)

(111)

(44)

-

-

(1,396)

Operating profit/(loss)

666

(1,327)

1,526

(476)

127

388

-

(2,944)

(2,040)

Net finance costs

(156)

-

(146)

-

(1)

-

-

(17)

(320)

Income tax

86

39

(241)

(1)

(14)

(67)

-

-

(198)

Discontinued operations

-

-

-

-

-

-

(187)

-

(187)

Retained profit/(loss)

596

(1,288)

1,139

(477)

112

321

(187)

(2,961)

(2,745)

Segment assets










Operating assets

17,709

7,167

21,948

2,881

1,417

1,027

53

25,526

77,728

Inter segment assets

(1,104)

(25)

-

-

-

-

-

(23,204)

(24,333)

External operating assets

16,605

7,142

21,948

2,881

1,417

1,027

53

2,322

53,395

Cash and cash equivalents

782

42

1,210

55

14

473

19

2,743

5,338

Total assets

17,387

7,184

23,158

2,936

1,431

1,500

72

5,065

58,733

Segment liabilities










Operating liabilities

10,138

3,069

18,758

910

215

86

32

9,899

43,107

Inter segment liabilities

(7,383)

(2,634)

(13,534)

(631)

(151)

-

-

-

(24,333)

External operating liabilities

2,755

435

5,224

279

64

86

32

9,899

18,774

Borrowings

840

-

1,677

-

15

-

-

-

2,532

Total liabilities

3,595

435

6,901

279

79

86

32

9,899

21,306

Other segmental information










Non current assets - PPE

3,443

735

4,412

96

208

32

-

1,703

10,629

Non current assets - Intangibles

10,000

5,669

13,973

2,203

820

451

-

-

33,116

 

 

 



 

Period ended 30 June 2011 unaudited


Germany

UK

USA

Ireland

Poland

Russia

Switzerland

Other

Total








(Discontinued)




£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income statement










Revenue

9,619

470

458

537

490

1,196

-

-

12,770

Inter segment

(5,390)

-

-

-

-

-

-


(5,390)

External revenue

4,229

470

458

537

490

1,196

-

-

7,380

Adjusted EBITDA*

1,180

(478)

41

(127)

99

102

-

(607)

210

Exceptional items

-

-

-

-

-

-

-

(320)

(320)

Share based payment

-

-

-

-

-

-

-

(361)

(361)

EBITDA

1,180

(478)

41

(127)

99

102

-

(1,288)

(471)

Depreciation

(306)

(45)

(8)

(24)

(2)

(2)

-

-

(387)

Amortisation

(320)

(95)

(19)

(107)

(67)

(24)

-

-

(632)

Operating profit/(loss)

554

(618)

14

(258)

30

76

-

(1,288)

(1,490)

Net finance costs

(73)

-

(3)

1

-

-

-

13

(62)

Income tax

14

24

(7)

27

(11)

(13)

-

-

34

Discontinued operations

-

-

-

-

-

-

(108)

-

(108)

Retained profit/(loss)

495

(594)

4

(230)

19

63

(108)

(1,275)

(1,626)

Segment assets










Operating assets

20,813

6,780

20,924

2,888

1,621

1,298

1,897

19,661

75,882

Inter segment assets

(1,252)

-

-

-

-

-

(1,661)

(17,725)

(20,638)

External operating assets

19,561

6,780

20,924

2,888

1,621

1,298

236

1,936

55,244

Cash and cash equivalents

309

182

190

209

15

172

76

4,362

5,515

Total assets

19,870

6,962

21,114

3,097

1,636

1,470

312

6,298

60,759

Segment liabilities










Operating liabilities

14,739

2,609

22,763

1,003

422

321

269

6,209

48,335

Inter segment liabilities

(7,969)

(1,769)

(8,696)

(372)

(171)

-

-

(1,661)

(20,638)

External operating liabilities

6,770

840

14,067

631

251

321

269

4,548

27,697

Borrowings

(1,025)

-

(1,653)

-

-

-

-

-

(2,678)

Total liabilities

5,745

840

12,414

631

251

321

269

4,548

25,019

Other segmental information










Non current assets - PPE

3,771

547

4,331

120

113

4

-

1,691

10,577

Non current assets - Intangibles

11,106

5,681

13,543

2,291

1,061

525

-

-

34,207

*- Adjusted EBITDA excludes exceptional items and share based payments

 

Other primarily relates to the Holding company.

 



 

Disclosure of Group revenues by geographic location



Unaudited

6 months

ended 30

June 2012


Unaudited

6 months

ended 30

June 2011


Audited

Year ended

31 December 2011



£000


£000


£000








Americas







United States of America


4,313


1,229


4,751

Rest of Americas


1,634


129


3,683

Europe, Middles East and Africa (EMEA)







Germany


1,701


993


3,097

United Kingdom


270


25


153

Rest of Europe


1,387


1,863


2,568

Russia


1,298


1,478


3,244

Middle East


258


225


423

Africa


500


554


1,077

Rest of World







China


617


579


1,273

Rest of Asia


656


293


1,365

New Zealand/Australia


18


12


24



12,652


7,380


21,658

 

4           Other income

 

Other income is split as follows:

 



Unaudited

6 months

ended 30

June 2012


Unaudited

6 months

ended 30

June 2011


Audited

Year ended

31 December 2011



£000


£000


£000








Profit on disposal of available-for-sale assets


213


-


-

Grant income


100


112


485



313


112


485



5.          Exceptional items

 

Included within administration expenses and cost of sale are exceptional items as shown below:

 

 



Unaudited 6 months ended 30 June 2012


Unaudited 6 months ended 30 June 2011


Audited year ended 31 December 2011



£000


£000


£000








Exceptional items includes:







- Transaction costs relating to business combinations (note a)


-


(320)


(397)

- Loss on stock (note b)


-


-


(137)

- Profit on disposal of available-for-sale assets (note c)


213


-


-

- Release of patent litigation provision (note d)


503


-


-

Exceptional items - continuing


716


(320)


(534)

Exceptional items - discontinued (note e)


-


-


(49)

 

 

(a) Transaction costs relating to business combinations - included within administrative expenses

(b) Loss on stock - included within cost of sales

Under the requirements of IFRS 3 'Business combinations' the value of inventory acquired with the acquisitions was uplifted to its sales value less cost to sell. The post-acquisition impact of selling the acquired inventory at its uplifted sales value has been to reduce gross profit.

(c) Profit on the disposal of listed securities

(d) Release of provision for patent litigation costs following the settlement with HemoCue. This is a post-balance sheet adjustment.

(e) Discontinued exceptional items relate to an impairment charged in respect to an asset available for sale.

 

6.          Income tax charge/(credit)

 



Unaudited

6 months

ended 30

June 2012


Unaudited

6 months

ended 30

June 2011


Audited

Year ended

31 December 2011



£000


£000


£000








Current tax







Current tax on loss for the period


678


130


586

Deferred tax







Origination and reversal of temporary differences


(140)


(164)


(388)



538


(34)


198

 

 

7.          Profit/(loss) per share

 

Basic profit/(loss) per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has three categories of dilutive potential ordinary share: equity based long term incentive plans, equity based bonus incentive plans and share options.

 




Unaudited

Unaudited

Audited year ended 31 December 2011


6 months ended 30 June 2012

6 months ended 30 June 2011




£'000


£'000


£'000

Profit/(loss) attributable to equity holders of the company



1,151


(1,658)


(2,884)

Loss from continuing operations attributable to equity holders of the company



(447)


(1,550)


(2,697)

Profit/(loss) from discontinued operations attributable to equity holders of the company



1,598


(108)


(187)

Weighted average number of ordinary shares in issue



252,713,846


174,055,862


213,580,118

Effect of dilutive potential ordinary shares



26,215,457


-


-

Weighted average number of ordinary shares - diluted



278,929,303


174,055,862


213,580,118












Pence


Pence


Pence

Basic








Profit/(loss) per share



0.46


(0.95)


(1.35)

Loss per share from continuing operations



(0.18)


(0.89)


(1.26)

Profit/(loss) per share from discontinued operations



0.64


(0.06)


(0.09)










Pence


Pence


Pence

Diluted








Profit/(loss) per share



0.41


(0.95)


(1.35)

Loss per share from continuing operations



(0.16)


(0.89)


(1.26)

Profit/(loss) per share from discontinued operations



0.57


(0.06)


(0.09)

 



8. Intangible Fixed Assets

Group

 

 

 

Goodwill
£'000

 

Trademarks trade names & licences

£'000

Customer relationships

£'000

 

Trade secrets

£'000

 

Development costs

£'000

 

 

Total

£'000

Cost







At 1 January 2011

9,086

414

1,839

9,371

-

20,710

Acquisition of subsidiaries

4,643

1,119

6,963

602

236

13,563

Additions

-

-

-

-

352

352

Exchange differences

253

28

89

319

-

689

At 30 June 2011

13,982

1,561

8,891

10,292

588

35,314

Additions

-

28

-

-

279

307

Exchange differences

(195)

7

42

(536)

9

(603)

At 31 December 2011

13,787

1,596

8,933

9,756

876

34,948

Additions

-

15

-

-

318

333

Exchange differences

(225)

(28)

(119)

(226)

(16)

(614)

At 30 June 2012

13,562

1,583

8,814

9,530

1,178

34,667








Amortisation







At 1 January 2011

-

24

114

312

-

450

Exchange differences

-

7

6

12

-

25

Charge for the year

-

23

142

448

19

632

At 30 June 2011

-

54

262

772

19

1,107

Exchange differences

-

(2)

(16)

(21)

-

(39)

Charge for the year

-

63

281

402

18

764

At 31 December 2011

-

115

527

1,153

37

1,832

Exchange differences

-

(3)

(5)

(29)

-

(37)

Charge for the year

-

75

407

435

44

961

At 30 June 2012

-

187

929

1,559

81

2,756

 

 

Net book value







30 June 2012

13,562

1,396

7,885

7,971

1,097

31,911

31 December 2011

13,787

1,481

8,406

8,603

839

33,116

30 June 2011

13,982

1,507

8,629

9,520

569

34,207

 

 

9.         Dividends

 

There were no dividends provided or paid during the six months.

 

10.       Share capital

 

On 21 March 2012 2,650,976 share options were exercised at 1p per share.

 

11.       Press

                      

A copy of this announcement is available from the Company's website, being www.ekfdiagnostics.com.  If you would like to receive a hard copy of the interim report please contact the EKF Diagnostics Holdings Plc offices on +44 (0) 2920 710570 to request a copy.

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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